"'is/ 7 


SMS 


{preliminary  IReport 


TO 


Stockholders 


OF 


UNITED  STATES  STEEL  CORPORATION. 


TO  BE  SUBMITTED  AT  THE  FlRST  ANNUAL  MEETING, 

iyTH    FEBRUARY,   1902. 


f  *\&<*  <*""i    "JiA 


UNITED  STATES  STEEL  CORPORATION, 


DIRECTORS. 


J.  PIERPONT  MORGAN, 
JOHN  D.  ROCKEFELLER, 
HENRY  H.  ROGERS, 
CHARLES  M.  SCHWAB, 
ELBERT  H.  GARY, 
GEORGE  W.  PERKINS, 
EDMUND  C.  CONVERSE, 
PERCIVAL  ROBERTS,  JB., 


Class  3. 
For  three  years  ending 


FRANCIS  H.  PEABODY, 
CHARLES  STEELE, 
WILLIAM  H.  MOORE, 
NORMAN  B.  REAM, 
PETER  A.  B.  WIDENER, 
JAMES  H.  REED, 
HENRY  C.  FRICK. 
WILLIAM  EDENBORN, 


Class  2. 


L 
For  two  years  ending  19O3. 


MARSHALL  FIELD, 
DANIEL  G.  REID, 
JOHN  D.  ROCKEFELLER,  JR. 
ALFRED  CLIFFORD. 
WILLIAM  E.  DODGE, 
NATHANIEL  THAYER, 
ABRAM  S.  HEWITT, 
CLEMENT  A.  GRISCOM, 


*  Class  1. 

For  one  year  ending  1 7  Feby. 
19O2. 


*  The  successors  to  the  eight   directors  of   Class  1  will   be    elected  at 
the  rirst  annual  nutting  1  7th  February,  19O2. 


759855 


EXECUTIVE  COMMITTEE. 

ELBERT  H.  GARY,  Chairman. 
DANIEL  G.  REID. 
WILLIAM  EDEN  BORN. 
EDMUND   C.  CONVERSE. 
PERCIVAL  ROBERTS,  JB. 
CHARLES  STEELE. 
CHARLES  M.  SCHWAB,  Ex-officio. 
GEORGE  W.  PERKINS,  Ex-officio. 

FINANCE  COMMITTEE. 

GEORGE  W.  PERKINS,  Chairman. 
HENRY  H.  ROGERS. 
NORMAN  B.  REAM. 
P.  A.  B.  WIDENER. 
CHARLES  M.  SCHWAB,  Ex-officio. 
ELBERT  H.  GARY,  Ex-officio. 

PRESIDENT, 
CHARLES  M.  SCHWAB. 

FIRST  VICE-PRESIDENT, 
JAMES  GAYLEY. 

GENERAL  COUNSEL, 
FRANCIS  LYNDE  STETSON. 

TREASURER  AND  SECRETARY, 
RICHARD  TRIMBLE. 

COMPTROLLER, 
EDWARD  SHEARSON. 

TRANSFER  AGENT, 

HUDSON  TRUST  COMPANY, 

51  Newark  Street,  Hoboken,  N.  J. 
71  Broadway,  New  York  City. 


PKELIMINAKY  KEPOKT 
TO   STOCKHOLDERS 

OF 

UNITED   STATES  STEEL  CORPORATION. 


Office  of  the  United  States  Steel  Corporation, 
51  Nevvark  Street,  Hoboken,  New  Jersey. 

JANUARY  10,  1902. 

To  the  Stockholders  of  the  United  States  Steel 
Corporation  : 

The  business  of  the  United  States  Steel  Corporation  for 
all  practical  purposes  began  April  1,  1901,  from  which  date 
interest  on  the  bonds  and  dividends  on  its  preferred  -stock 
began  to  accrue.  The  Board  of  Directors  has  determined 
that  the  fiscal  year,  instead  of  running  from  April  to  April, 
shall  correspond  with  the  calendar  year,  and,  in  order  to 
give  sufficient  time  for  preparation  of  annual  reports  to 
stockholders,  the  by-laws  have  been  amended  so  as  to  pro- 
vide that  future  annual  meetings  shall  be  held  in  April. 

Under  the  provisions  of  the  original  by-laws,  the  first 
annual  meeting  must  be  held  February  17th,  1902,  and  the 
Board  of  Directors  deems  it  best  to  submit  to  the  stock- 
holders at  that  meeting  a  preliminary  report  which,  as  far 
as  practicable,  shall  exhibit  the  operations  of  the  Corpora- 
tion for  the  nine  months  of  the  calendar  year  ending 
December  31,  1901. 


Eight  directors  whose  terms  are  about  to  expire  being 
those  of  the  first  of  the  three  classes,  viz.:  Marshall  Field, 
Daniel  G.  Keid,  John  D.  Rockefeller,  Jr.,  Alfred  Clifford, 
William  E.  Dodge,  Nathaniel  Thayer,  Abram  S.  Hewitt 
and  Clement  A.  Griscom,  will  be  candidates  for  re-election 
at  the  annual  meeting  on  February  17th,  1902. 

This  preliminary  report  covers  only  the  first  nine  months 
of  the  Corporation's  existence,  a  period  too  brief  to  satis- 
factorily organize  and  systematize  the  business,  and  neces- 
sarily it  lacks  the  fullness  and  definiteness  of  information 
which  it  is  hoped  will  characterize  future  annual  reports. 

But  the  management  feels  fully  justified  in  stating 
,  that  much  that  at  the  time  of  organization  was  hoped  to  be 
accomplished  in  the  way  of  avoiding  wasteful  expenditures 
for  unnecessary  enlargement  of  plants  by  various  prom- 
inent steel  companies,  and  of  establishing  harmonious  co- 
operation among  them  has  been  successfully  achieved.  The 
several  companies  have  effected  many  economies  which 
have  been  attended  with  most  satisfactory  results,  and  the 
outlook  for  further  improvement  in  this  direction  is  most 
gratifying. 

The  business  of  the  Companies  has  been  put  on  practically 
a  cash  basis.  The; losses  actually  incurred  through  bad  debts 
have  been  very  sirfafl/and  little,  if  any,  loss  in  the  collec- 
tion of  £,ccb ant S;  andf  nTetes. receivable  is  anticipated.  About 
seventy  per  cent,  of  t'he*  total  current  monthly  accounts  due 
from  customers  is  now  being  generally  collected  within  thirty 
days,  and  it  is  the  effort  of  the  several  managements  to 
maintain  the  businesses  on  a  strictly  cash  basis. 


The   results   of   operations   for   the   nine  months  are  as 

follows : 

NET  EARNINGS 

Of  all    companies  from  operations   for   nine  months  ending 
December  31,  1901,  viz.  : 

April  .  .  $7,356,744 

May 9,612,349 

June : 9,394,747 

July 9,580,151 

August 9,810,880 

September 9,272,812 

October 12,205,774 

November ..     9,795,841 

*  December  (estimated) 7,750,000 


Total .._  $84,779,298 

Less   amounts   set   aside   for   the  following 
purposes,  viz. : 

Sinking  Funds  on  U.  S.  Steel  Corpo- 
ration bonds  and  bonds  of  subsidi- 
ary companies 2,263,292 

Keserve  Funds 9,695,702 

11,958,994 


Balance $72,820,304 

Nine  months' interest  on  bonds 11,400,000 


Balance $61,420,304 

Nine  months'  dividends  on  stocks,  viz. : 

United  States  Steel  Corporation : 

Preferred,  6J%  (7%  annually) $26,752,894 

Common,  3%  (4%  annually) 15,227,812 


Total  .._ $41,980,706 

Outstanding    stocks    of    subsidiary 

companies 25,101 

42,005,807 


Balance  for  nine  months,  applicable  to  additions 

to  surplus,  new  construction,  etc $19,414,497 

*  During  the  close  of  lake  navigation,  from  December  to  April  in- 
clusive, the  earnings  of  mining  and  transportation  companies  are,  of 
course,  diminished. 


8 

From  the  foregoing  statement,  it  will  be  seen  that  the  net 
results  from  operations  of  the  several  companies  for  the 
first  nine  months  (December  being  estimated)  are  as  follows  : 

After  charging  to  operating  expenses,  month  by  month,  all 
current  renewals  and  ordinary  repairs  for  maintenance  of 
plants,  the  net  earnings  of  the  several  Companies  amounted 
to  almost  $85,000,000. 

From  this  sum  over  $2,250,000  was  set  aside  in  a  Sinking 
Fund  to  retire  bonds  of  the  Corporation  and  its  subsidiary 
companies;  $11,400,000  was  paid  for  nine  months'  interest 
on  the  Corporation's  bonds ;  dividends  on  the  preferred 
stock  at  the  rate  of  7%  per  annum  were  paid,  amounting  to 
$26,750,000,  and  dividends  on  the  common  stock  at  the  rate 
of  4%  per  annum  were  paid,  amounting  to  $15,227,000, 
making  a  total  of  over  $53,000,000  paid  out  for  interest  and 
dividends  on  the  bonds  and  stock  of  your  Corporation  during 
this  period. 

Nearly  $10,000,000  was  set  aside  in  various  reserve  funds 
to  cover  exhaustion  of  the  ore  properties,  general  deprecia- 
tion of  machinery  and  plants,  and  to  provide  for  extraordinary 
enlargements,  after  all  of  which  there  remained  as  the  result 
of  the  above  nine  months'  operations  undivided  earnings  of 
over  $19,000,000. 

A  satisfactory  Profit  and  Loss  statement  showing  in  detail 
the  earnings  and  expenses  of  the  several  companies  cannot 
be  given  until  their  accounting  systems  are  uniform,  so 
that  one  consolidated  Profit  and  Loss  statement  of  all 
companies  can  be  made.  The  foregoing  statement,  however, 
gives  a  substantially  accurate  account  of  the  results  of  the 
business  for  the  first  nine  months,  except  that  the  earnings 
for  the  month  of  December  are  estimated. 


BALANCE   SHEET. 

The  date  of  this  report  renders  it  impracticable  to 
give  a  complete  balance  sheet  as  of  December  31st,  1901, 
and  consequently  a  balance  sheet  showing  the  condition  of 
the  Companies  at  November  30th,  1901,  is  submitted.  It 
exhibits  the  assets  and  liabilities  represented  by  the  capital 
stocks  of  the  Corporation  and  by  outstanding  stocks  of 
subsidiary  companies  except  that,  for  simplicity,  it  omits 
indebtedness  from  one  company  to  another,  as  such  sums 
though  assets  of  one  company  are  liabilities  of  some  other 
company. 


10 


CONDENSED    GENERAL, 

November 


ASSETS. 


PROPERTY  ACCOUNT— Cost  of  properties  owned  and  op- 
erated by  the  several  companies $1,437,494,862  53 

DEFERRED  CHARGES  TO  PROFIT  AND  LOSS— Ex- 
penditures for  Improvements,  Explorations,  Stripping 
and  Development  at  Mines,  and  for  advanced  Mining 
Royalties,  which  are  to  be  charged  to  Future  Operations 
of  the  Properties 3,256,774  O9 

INVESTMENTS  : 

Outside  Real  Estate  and  other  property 429,613  25 

CURRENT  ASSETS  : 

Inventories 95,603,997  57 

Stocks,  Bonds  and   Securities  of  Outside 

Companies 7,251,32945 

Accounts  Re- 

ceivable..$45,269,453  19 

Bills   Receiv- 
able      2,821,463  55 

$48,090,916  74 

Cash 55,315,527  99 

103,406,444  73 

206,261,771  75 


$1,647,443,021  62 


E.  &  O.  E. 

E.  SHEARSON, 

Comptroller. 


11 


BALANCE     SHEET 
3D,  19O1. 


LIABILITIES. 


CAPITAL  STOCK  OF  U.  S.  STEEL  CORPORATION : 

Common $508,212,543  70 

Preferred 510,173,778  40 

-$1,018,386,322  1O 
CAPITAL  STOCKS  OF  SUBSIDIARY  COM- 
PANIES NOT  HELD  BY  U.  S.  S.CORP. 
(PAR  VALUE.) : 

Common  Stocks 365,436  38 

Preferred  Stocks 293,300  00 

Lake  Superior  Consolidated  Mines  Sub. 

Companies 113,189  43 

771,925  81 
BONDED  AND  DEBENTURE  DEBT  : 

United  States  Steel  Corporation  Bonds    303,450,000  00 
Funded  Debt   of  Sub.   Companies  held 

by  the  Public 59,349,83885 

Debenture  Scrip 41,844  57 

362,841,683  42 

MORTGAGES  AND  PURCHASE-MONEY 
OBLIGATIONS  (SUBSIDIARY  COM- 
PANIES) : 

Mortgages 3,457,037  55 

Purchase-Money  Obligations 15,610,754  03 

19,067,791  58 
CURRENT  LIABILITIES  : 

Pay-rolls  and  Accounts  Payable 22,228,343  60 

Bills  and  Loans  Payable  (Subsidiary 

Companies) 12,653  744  27 

Special  Deposits  due  employees  and 

others 5,435,34215 

Accrued    Interest     and     Unpresented 

Coupons 4,870,410  16 

Common  Dividend  No.  2,  payable  Dec. 

20, 1901 5,081,790  00 

50,269,630  18 
CONTINGENT  LIABILITY  : 

Payment  contingent  upon  retention  of 

leases 525,398  67 

SINKING  FUNDS  AND  RESERVES  FOR  DEPRECIATION          21,236,O4O  54 

SURPLUS  OF  U.  S.   STEEL    CORPORATION  AND  SUB- 
SIDIARY COMPANIES 174,344,229  32 


$1,647,443,021  62 


12 

INVENTORIES. 

The  inventories  represent  raw  material,  goods  manufact- 
ured and  in  process  of  manufacture,  and  manufactured  goods 
in  transit,  on  consignment  or  at  selling  departments.  A 
large  part  of  the  inventories  on  November  30th  is  made 
up  of  the  necessary  accumulation  during  the  Summer  and 
Fall  of  extensive  tonnages  of  iron  ore  for  conversion  during 
the  Winter  and  Spring,  when,  owing  to  the  close  of  naviga- 
tion mining  and  shipping  are  diminished. 

The  amount  of  finished  product  on  hand  is  largely  due 
to  inability  to  obtain  freight  cars  for  deliveries  to  cus- 
tomers. 

The  inventories  are  taken  on  the  basis  of  the  actual  cost 
of  the  materials  including  labor  at  the  several  departments 
of  the  companies  holding  the  same,  and  this  cost  is  below 
the  average  current  market  price  of  such  commodities. 

The  following  is  a  general  classification  of  the  inventories 
on  November  30th : 

Ores $34,776,053 

Pig  Iron,  Scrap,  Spiegel  and  Ferro 4,752,750 

Coal,  Coke  and  other  Fuel 1,160,361 

Pig  Tin,  Lead,  Copper  Spelter,  Nickel,  etc 2,087,531 

Manufacturing  Supplies  and  Miscellaneous 

Stores  otherwise  unclassified 12,170,161 

Ingots,  Blooms,  Billets,  Sheet  and  Tin  Bars, 

Skelp,  Kocls,  Muck  Bar,  etc 9,343,894 

Finished  Products 15,322,636 

Mining  Supplies  and  Stores 1 ,170,859 

Railroad  S  upplies  and  Stores 851,645 

Materials,  labor  and  expense  locked  up  in 

current  uncompleted  bridge  contracts 9,268,361 

Materials  in  transit  and  on  consignment 4,699,746 


Total $95,603,997 


13 

SINKING  FUNDS  AND  RESERVES  FOR  DEPRECIATION. 

The  item  of  $21/236,040.54  for  SinkingFunds  and  Reserves 
for  Depreciation  in  the  balance  sheet  is  made  up  as  follows  : 

Sinking  fund  on  U.  S.  Steel  Corp.  bonds $1,520,000  00 

Sinking  funds  on  bonds  of  Sub.  Cos.__ 1,264,197  50 

Reserved  for  general  depreciation,  including 
that  of  the  ore,  coal  and  coke  properties, 
and  for  extraordinary  outlays  which  may 
be  required  for  unusual  expenses,  for  im- 
provements and  for  renewals 18,451,843  04 

Total..  .  $21,236,040  54 


Supplementing  the  information  communicated  by  the 
amended  Certificate  of  Incorporation  and  the  amended 
By -Laws,  copies  of  which  are  annexed,  the  following  gen- 
eral statement  as  to  the  organization  of  the  Corporation  is 
submitted  : 

ORGANIZATION  AND  THE  ISSUE  OF  STOCKS  AND  BONDS. 

The  United  States  Steel  Corporation  was  incorporated 
under  the  laws  of  the  State  of  New  Jersey,  the  original 
certificate  of  incorporation  having  been  filed  at  Trenton, 
February  25,  1901,  and  the  amended  certificate,  April  1, 
1901.  By  the  amended  certificate,  the  authorized  capital 
stock  of  the  Corporation  was  fixed  at  11,000,000  shares  of 
the  par  value  of  $100  each,  equally  divided  into  5,500,000 
shares  of  seven  per  cent,  cumulative  preferred  stock  (pre- 
ferred as  to  both  dividends  and  capital),  and  5,500,000 
shares  of  common  stock. 

Of  the  total  authorized  capital  stock,  there  have  been 
issued,  and  at  this  date  (January  10, 1902)  are  outstanding 
5,102,056  shares  of  preferred  stock,  and  5,082,273  shares  of 
oommon  stock.  The  Corporation  also  has  issued  $303,450,000 


14 

of  five  per  cent,  bonds  secured  by  a  Trust  Indenture,  dated 
April  1,  1901,  to  the  United  States  Trust  Company  of  New 
York  as  Trustee. 

Substantially  all  of  these  bonds  and  shares  have  been  issued 
to  acquire  the  bonds  and  stocks  of  the  subsidiary  companies 
which  were  held  by  the  public,  as  well  as  considerable 
amounts  thereof,  which  belonged  to  members  of  the  Syndi- 
cate and  to  the  Syndicate  Managers,  viz.  :  (1)  tke 
bonds  and  stock  of  the  Carnegie  Company  and  the 
capital  stocks  of  the  several  other  companies  under  the 
original  agreement  of  March  1,  1901,  with  J.  P.  Morgan 
<fc  Co.,  Managers  of  a  Syndicate  which  includes  among 
its  members  and  participants  officers  and  directors  of  this 
Corporation  ;  (2)  the  stocks  of  the  American  Bridge 
Company  and  the  Lake  Superior  Consolidated  Iron  Mines 
under  the  agreement  of  April  1,  1901,  with  J.  P.  Morgan 
&  Co.  ;  (3)  the  stocks  of  the  Oliver  Iron  Mining  Company 
and  of  the  Pittsburg  Steamship  Company ;  and  (4)  the 
stocks  of  the  Shelby  Steel  Tube  Company,  for  which  a 
contract  was  negotiated  in  June,  1901,  with  representa- 
tives of  the  stockholders  of  that  company. 

DETAILS  OF  ISSUE  OF  STOCKS  AND  BONDS. 

(1)  4,247,688  shares  of  the  common  stock  and  4,249,716 
shares  of  the  preferred  stock  and  $303,450,000  face  value 
of  bonds  of  the  Corporation  were  issued  in  payment  for  the 
$25,000,000  in  cash,  paid  to  the  Corporation  by  the  Syndi- 
cate Managers,  and  for  the  stocks  and  bonds  set  forth  in  the 
following  table,  excepting  1,644  shares  otherwise  acquired, 
and  directors'  qualifying  shares,  viz. : 


15 
« 

Federal  Steel  Company. .    .(Common    Stock  $46,483,700 

i  Preferred  Stock  53,260,200 

National  Steel  Compam  .  _  .  $  Common 31,970,000 

I  Preferred 26,996,000 

National  Tube  Company.  _    (  Common 40,000,000 

I  Preferred 40,000,000 

American    Steel   and   Wire  $  Common  _  ^ 49,981,400 

Company  of   New  Jersey  {  Preferred 39,999,000 

American   Tin  Plate    Com- $  Common 28,000,000 

pany (Preferred 18,325,000 

American  Steel  Hoop  Com-  (  Common 19,000,000 

pany (Preferred 14,000,000 

American  Sheet  Steel  Com-  (  Common 24,499,600 

pany {  Preferred 24,499,600 

Carnegie  Company (Common   Stock  160,000,000 

I  Bonds 159,450,000 

(2)  722,025  shares  of  common  stock,  and  741,915   shares 
of  preferred  stock  of  the  Corporation  were   issued   for  the 
acquisition  of  $29,413,905  par  value   of  stock  of  the  Lake 
Superior  Consolidated  Iron  Mines  and  $30,946,400  of  com- 
mon stock  and  $31,348,000  of  preferred  stock  par  values  of 
the  American  Bridge  Company  ; 

(3)  92,500  shares  each  of  common  and  preferred  stock  of 
the  Corporation  were  issued  for  the  acquisition   of   an  out- 
standing one-sixth  interest  in  the  Oliver  Iron  Mining  Com- 
pany and   in   the   Pittsburgh    Steamship   Company,   thus 
securing  the   ownership  of   all  of   the  stock   of  those  two 
companies  not   owned   by  the   Carnegie   Company   except 
directors'  qualifying  shares  ;  and 

(4)  20,045  shares   of   common  stock  and  17,910    shares  of 
preferred   stock   of   the   Corporation    were   issued   for   the 
acquisition   of   $8,018,200   of  common  stock  and  $4,776,100 
shares  of  preferred  stock,  par   values,    of  the  Shelby  Steel 
Tube  Company  under  the  contract  above  mentioned. 

The  Aragon  Iron  Mines  leasehold  and  the  stock  of  the 
Bessemer  Steamship  Company  have  been  purchased  for  cash 
paid  and  payable  by  this  Corporation  or  by  some  of  the  sub- 
sidiary companies  above  mentioned. 


16 

All  of  the  bonds  of  the  Carnegie  Company  and  all  of  the 
stocks  of  the  companies  acquired  as  above  mentioned 
by  the  United  States  Steel  Corporation,  have  been  lodged 
with  the  United  States  Trust  Company,  as  Trustee,  for  the 
benefit  of  the  Corporation  and  its  stockholders,  and  to 
secure  the  payment  of  the  $304,000,000  bonds  of  the  Corpo- 
ration authorized  by  the  deed  of  trust  of  April  1,  1901. 
This  deposit  affords  security  to  stockholders  as  well  as 
bondholders  against  diversion  or  depletion  of  these  important 
assets  of  the  corporation. 

Circulars,  dated  March  2,  and  April  2,  and  8,  1901,  ad- 
dressed to  the  holders  of  shares  of  the  several  companies 
therein  specified  were  issued  and  published  by  the  Syndicate 
Managers.  At  the  rates  offered  in  the  circular  dated 
March  2,  1901,  the  Syndicate  acquired  the  common  stocks 
and  preferred  stocks  of  the  seven  companies  (other  than  the 
C.irnegie  Company)  as  above  mentioned  (see  p.  15),  and 
thereupon  sold  and  transferred  the  same  to  this  Corpo- 
ration under  the  contract  of  March  1,  1901.  The  Syndicate 
delivered  to  the  holders  of  such  stocks  of  said  seven 
companies  in  the  aggregate  2,694,909  shares  of  common 
stock  and  2,616,957  shares  of  preferred  stock  of  this 
Corporation.  The  Syndicate  acquired  sixty  per  cent. 
($96,000,000)  of  the  stock  of  the  Carnegie  Company,  and 
$159,450,000  face  value  of  the  five  per  cent,  bonds  of  the 
Carnegie  Company  by  delivering  to  the  holders  thereof 
said  $303,450,000  of  bonds  of  this  Corporation  and  $1,200,000 
in  cash ;  and  the  Syndicate  acquired  the  remaining  forty 
per  cent.  ($64,000,000)  of  the  stock  of  the  Carnegie  Com- 
pany by  delivering  to  the  holders  thereof  982,771  shares  of 
preferred  stock  and  902,790  shares  of  the  common  stock  of 
this  Corporation. 

The  residue  of  the  common  and  preferred  stock  of 
this  Corporation  delivered  to  the  Syndicate  under  the 
contract  of  March  1,  1901,  and  not  used  for  the  acquisi- 
tion by  it  of  the  stocks  of  the  specified  companies, 
being  the  shares  which,  as  stated  in  the  Syndicate 


17 

circular  of  March  2,  1901,  were  to  be  retained  by  and  to 
belong  to  the  Syndicate,  amounted  to  649,987  shares  of 
preferred  stock,  and  649,988  shares  of  common  stock.  This 
residue  of  stock  or  the  proceeds  thereof,  after  reimbursing 
the  Syndicate  the  $25,000,000  in  cash  which  it  paid  to  the 
Corporation,  and  approximately  $3,000,000  for  other  syndi- 
cate obligations  and  expenses,  constituted  surplus  or  profit 
of  the  Syndicate. 

The  transactions  between  this  Corporation  and  the  Syn- 
dicate having  been  concluded,  an  agreement  of  final  settle- 
ment and  mutual  release,  dated  January  3,  1902,  was 
executed  between  this  Corporation  and  the  Syndicate 
Managers. 

It  will  be  noted  that  this  Corporation  has  received  and 
now  owns  in  the  aggregate  more  than  ninety-nine  and  three- 
fourths  per  cent,  of  the  shares  of  all  the  specified  com- 
panies. The  acquisition  of  so  large  a  proportion  of  the 
shares  has  enabled  the  Corporation  promptly  to  enter 
upon  the  accomplishment  of  the  principal  objects  which 
induced  its  formation,  and  has  facilitated  the  fulfilment 
of  the  original  expectations  of  large  reductions  in  ex- 
penditures for  improvements,  of  increased  earnings  ap- 
plicable to  dividends,  and  of  greater  stability  of  investment, 
without  increasing  the  prices  of  manufactured  products. 

LEASE  OF  POCAHONTAS  COAL  LANDS. 

Subsidiary  companies  of  the  Corporation  have  secured  a 
lease  of  fifty  thousand  acres  of  the  best  Pocahontas  coking 
and  fuel  coal  property,  on  a  royalty  basis,  and  on  favorable 
terms  for  production  and  transportation.  Plans  for  the 
prompt  development  of  this  property  on  a  large  scale  are 
under  consideration,  and  it  is  expected  that  in  the  near 
future  there  will  be  received  from  this  field  a  large  supply  of 
coke  and  fuel  coal.  With  this  acquisition,  it  is  estimated 
that  there  is  now  controlled  by  subsidiary  companies  a  suffi- 
cient quantity  of  the  best  and  cheapest  coking  coal  to  pro- 


18 

vide,  on  the  basis  of  present  consumption,  for  the  necessities 
of  all  the  furnaces  of  these  companies  during  the  next  sixty 
years.  The  Corporation  has  guaranteed  the  performance  of 
this  lease  on  the  part  of  the  lessees. 

GENERAL  RESULTS  IN  ORGANIZATION  AND  MANUFACTURING. 

It  was  expected  that  by  harmonious  co-operation  of  the 
several  companies  great  economies  in  manufacturing  would 
be  accomplished,  and  such  expectations  have  been  fully 
realized.  Diversified  management  has  been  dispensed  with 
as  far  as  possible,  and  the  several  companies  have  en- 
deavored to  adopt  similar  methods  as  far  as  suited  to  their 
respective  businesses.  Great  departments  like  Ore  Mining, 
Coal  Mining,  Manufacture  of  Coke  and  Lake  Transportation, 
have  been  thoroughly  systematized,  and  the  managements 
of  the  manufacturing  plants  in  the  same  locality  have  been 
brought  into  closer  relations. 

The  companies  have  eodeavored  to  concentrate  the  manu- 
facture of  their  various  products  at  the  point  most  favorable 
to  their  production,  thus  insuring  to  each  ultimate  economy 
in  manufacturing  costs  and  in  the  assembling  of  material. 
The  effort  also  is  made  by  the  different  companies  to  regulate 
their  manufacture  of  various  products  so  that  the  fullest 
advantage  can  be  taken  of  the  economical  production  of 
any  special  article  and  its  cheapest  distribution  to  the 
consumer. 

While  each  of  the  above  schemes  of  organization  has 
effected  great  economies,  yet  in  no  direction  has  this  result 
been  more  pronounced  than  in  that  of  manufacturing  itself. 
By  frequent  interchange  of  views  and  full  information  as  to 
the  results  in  the  several  companies,  each  is  enabled  to 
reap  the  advantage  of  any  new  economy  practiced  or  dis- 
covered by  any  of  the  others,  so  that  each  company  has  the 
advantage  of  the  combined  experience  of  all.  Methods  of 
accounting  are  being  made  uniform  as  rapidly  as  possible  so 
that  comparisons  may  readily  be  made.  In  this  way,  the 


19 

best  result  attained  by  any  of  the  companies  is  taken  as 
the  standard  and  the  other  companies  endeavor  to  conform 
thereto. 

Economies  in  manufacturing  thus  far  have  been  quite  re- 
markable, but  the  end  is  not  nearly  reached,  nor  is  it  likely 
soon  to  be,  for  through  the  continuous  efforts  to  co-operate 
and  aid  in  bringing  about  the  best  results  at  each  plant,  it 
is  certain  that  even  more  favorable  results  ultimately  will 
be  accomplished. 

THE  BUSINESS  OUTLOOK. 

The  outlook  for  the  year  1902  is  very  bright.  Everything 
indicates  that  all  of  the  facilities  of  each  subsidiary  com- 
pany will  be  taxed  to  their  utmost  to  supply  the  demand  that 
is  being  made,  The  actual  business  now  booked,  and  of 
which  shipment  is  being  called  for  faster  than  it  can  be 
supplied,  amounts  to  more  than  half  the  total  combined 
annual  capacity  of  all  the  companies.  The  heavier  products, 
like  rails,  billets,  plates  and  structural  material  are  sold  up 
to  the  productive  capacity  of  the  Mills,  until  nearly  the  end 
of  the  year.  In  the  more  highly  finished  products,  the 
consumption  in  each  case  is  greater  now  than  at  the  corre- 
sponding period  in  1901,  which,  it  should  be  remembered, 
was  an  abnormally  heavy  year.  The  expectation,  there- 
fore, of  those  closely  connected  with  the  manufacture  and 
sale  of  these  highly  finished  products,  is  for  a  demand 
even  larger  than  that  of  1901,  and  up  to  the  limit  of  pro- 
duction. 

POLICY  AS  TO  PKICES. 

The  demand  for  the  products  of  the  several  companies 
has  been  so  great  that  prices  could  easily  have  been  ad- 
vanced. Indeed,  higher  prices  have  been  voluntarily 
offered  by  consumers  who  were  anxious  for  immediate  exe- 
cution of  orders,  but  the  companies  have  firmly  maintained 


20    . 

the  position  of  not  advancing  prices,  believing  that  the 
existing  prices  were  sufficient  to  yield  a  fair  return  on 
capital  and  maintain  the  properties  in  satisfactory  physical 
condition,  and  that  the  many  collateral  advantages  to  be 
gained  in  the  long  run  by  refusing  to  advance  prices  would 
be  of  substantial  and  lasting  value,  not  only  to  the  com- 
panies, but  also  to  the  general  business  interests  of  the 
country. 

The  strong  position  thus  taken  by  the  companies  for 
stability  in  prices  both  of  raw  material  and  finished  prod- 
ucts, has  had  a  reassuring  effect  on  the  trade,  and  has 
contributed  greatly  toward  restoring  confidence  in  the 
general  business  situation  and  creating  the  present  large 
•demand  for  steel  products,  by  dispelling  any  doubt  as  to 
prices  in  the  future. 

The  Board  takes  pleasure  in  acknowledging  the  loyal  and 
efficient  services  of  the  officers  and  employe's  of  the  Corpora- 
tion. 

By  order  of  the  Board  of  Directors, 

ELBERT  H.  GARY,          CHARLES  M.  SCHWAB, 
Chairman  Executive  Committee,  President. 


AMENDED    CERTIFICATE    OF    INCORPORATION 

OF 

UNITED  STATES  STEEL  CORPORATION. 


We,  the  undersigned,  in  order  to  form  a  corporation  for  the  purposes 
hereinafter  stated,  under  and  pursuant  to  the  provisions  of  the  Act  of 
the  Legislature  of  the  State  of  New  Jersey,  entitled  "  An  Act  concerning 
corporations  (Revision  of  1896),"  and  the  acts  amendatory  thereof  and 
supplemental  thereto,  do  hereby  certify  as  follows  : 

I.  The  name  of  the  corporation  is 

United  States  Steel  Corporation. 

II.  The  location  of  its  principal    office  in  the  State  of  New  Jersey 
is  at  No.  51  Newark  Street,  in  the  City  of  Hoboken,  County  of  Hudson. 
The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom  process 
against  the  corporation  may  be  served,  is   Hudson  Trust  Company.     Said 
office  is  to  be  the  registered  office  of  said  corporation. 

III.  The  objects  for  which  the  corporation  is  formed  are  : 

To  manufacture  iron,  steel,  manganese,  coke,  copper,  lumber  and 
other  materials,  and  all  or  any  articles  consisting,  or  partly  consisting, 
of  iron,  steel,  coppar,  wood  or  other  materials,  and  all  or  any  products 
thereof. 

To  acquire,  own,  lease,  occupy,  use  or  develop  any  lands  containing- 
coal  or  iron,  manganese,  stone  or  other  ores,  or  oil,  and  any  wood  lands, 
or  other  lands,  for  any  purpose  of  the  Company. 

To  mine,  or  otherwise  to  extract  or  remove  coal,  ores,  stone  and  other 
minerals  and  timber  from  any  lands  owned,  acquired,  leased  or  occupied 
by  the  Company,  or  from  any  other  lands. 

To  buy  and  sell,  or  otherwise  to  deal  or  to  traffic  in,  iron,  steel,  man- 
ganese, copper,  stone,  ores,  coal,  coke,  wood,  lumber  and  other  materials, 
and  any  of  the  products  thereof,  and  any  articles  consisting,  or  partly 
consisting  thereof. 


To  construct  bridges,  buildings,  machinery,  ships,  boats,  engines,  cars 
and  other  equipment,  railroads,  docks,  slips,  elevators,  water  works,  gas 
works  and  electric  works,  viaducts,  aqueducts,  canals  and  other  water- 
ways, and  any  other  means  of  transportation,  and  to  sell  the  same,  or 
otherwise  to  dispose  thereof,  or  to  maintain  and  operate  the  same,  except 
that  the  Company  shall  not  maintain  or  operate  any  railroad  or  canal  in 
the  State  of  New  Jersey. 

To  apply  for,  obtain,  register,  purchase,  lease,  or  otherwise  to  acquire, 
and  to  hold,  use,  own,  operate  and  introduce,  and  to  sell,  assign,  or  other- 
wise to  dispose  of,  any  trade  marks,  trade  names,  patents,  inventions, 
improvements  and  processes  used  in  connection  with,  or  secured  under 
letters  patent  of  the  United  States,  or  elsewhere,  or  otherwise  ;  and  to 
use,  exercise,  develop,  grant  licenses  in  respect  of,  or  otherwise  to  turn 
to  account  any  such  trade-marks,  pacents,  licenses,  processes,  and  the 
like,  or  any  such  property  or  rights. 

To  engage  in  any  other  manufacturing,  mining,  construction  or  trans- 
portation business  of  any  kind  or  character  whatsoever,  and  to  that  end 
to  acquire,  hold,  own  and  dispose  of  any  and  all  property,  assets,  stocks, 
bonds  and  rights  of  any  and  every  kind  :  but  not  to  engage  in  any 
business  hereunder  which  shall  require  the  exercise  of  the  right  of  eminent 
domain  within  the  State  of  New  Jersey. 

To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  or  to 
dispose  of,  stocks,  bonds  or  any  other  obligations  of  any  corporation 
formed  for  or  then  or  theretofore  engaged  in  or  pursuing,  any  one  or  more 
of  the  kinds  of  business,  purposes,  objects  or  operations  above  indicated, 
or  owning  or  holding  any  property  of  any  kind  herein  mentioned  ;  or  of 
any  corporation  owning  or  holding  the  stocks  or  the  obligations  of  any 
such  corporation. 

To  hold  for  investment,  or  otherwise  to  use,  sell  or  dispose  of,  any 
stock,  bonds  or  other  obligations  of  any  such  other  corporation  ;  to  aid  in 
any  manner  any  corporation  whose  stock,  bonds  or  other  obligations  are 
held  or  are  in  any  manner  guaranteed  by  the  Company,  and  to  do  any 
other  acts  or  things  for  the  preservation,  protection,  improvement  or 
enhancement  of  the  value  of  any  such  stock,  bonds  or  other  obligations, 
or  to  do  any  acts  or  things  designed  for  any  such  purpose  ;  and,  while 
owner  of  any  such  stock,  bonds  or  other  obligations,  to  exercise  all  the 
rights,  powers  and  privileges  of  ownership  thereof,  and  to  exercise  any 
and  all  voting  power  thereon. 

The  business  or  purpose  of  the  Company  is  from  time  to  time  to  do 
any  one  or  more  of  the  acts  and  things  herein  set  forth  ;  and  it  may 
conduct  its  business  in  other  States  and  in  the  Territories  and  foreign 
countries,  and  may  have  one  office  or  more  than  one  office,  and  keep  the 
books  of  the  Company  outside  of  the  State  of  New  Jersey,  except  as 
otherwise  may  be  provided  by  law  ;  and  may  hold,  purchase,  mortgage 
and  convey  real  and  personal  property  either  in  or  out  of  the  State  of 
New  Jersey. 


Without  in  any  particular  limiting  any  of  the  objects  and  powers  of 
the  corporation,  it  is  hereby  expressly  declared  and  provided  that  the 
corporations  shall  have  power  to  issue  bonds  and  other  obligations,  in 
payment  for  property^urchased  or  acquired  by  it,  or  for  any  other  object 
in  or  about  its  business ;  to  mortgage  or  pledge  any  stocks,  bonds  or 
other  obligations,  or  any  property  which  may  be  acquired  by  it,  to  secure 
any  bonds  or  other  obligations  by  it  issued  or  incurred  ;  to  guarantee 
any  dividends  or  bonds  or  contracts  or  other  obligations  ;  to  make  and 
perform  contracts  of  any  kind  and  description  ;  and  in  carrying  on  its 
business,  or  for  the  purpose  of  attaining  or  furthering  any  of  its  objects, 
to  do  any  and  all  other  acts  and  things,  and  to  exercise  any  and  all  other 
powers  which  a  copartnership  or  natural  person  could  Qo  and  exercise, 
and  which  now  or  hereafter  may  be  authorized  by  law 

IV.  The  total  authorized  capital  stock  of  the  corporation  is  eleven 
hundred  million  dollars  (|1, 100,000,000),  divided  into  eleven  million 
shares  of  the  par  value  of  one  hundred  dollars  each.  Of  such  total 
authorized  capital  stock,  five  million  five  hundred  thousand  shares, 
amounting  to  five  hundred  and  fifty  million  dollars,  shall  be  preferred 
stock,  and  five  million  five  hundred  thousand  shares,  amounting  to  five 
hundred  and  fifty  million  dollars,  shall  be  common  stock. 

From  time  to  time,  the  preferred  stock  and  the  common  stock  may 
be  increased  according  to  law,  and  may  be  issued  in  such  amounts  and 
proportions  as  shall  be  determined  by  the  board  of  directors,  and  as  may 
be  permitted  by  law. 

The  holders  of  the  preferred  stock  shall  be  entitled  to  receive  when 
and  as  declared,  from  the  surplus  or  net  profits  of  the  corporation,  yearly 
dividends  at  the  rate  of  seven  per  centum  per  annum,  and  no  more, 
payable  quarterly  on  dates  to  be  fixed  by  the  by-laws.  The  dividends  on 
the  preferred  stock  shall  be  cumulative,  and  shall  be  payable  before 
any  dividend  on  the  common  stock  shall  be  paid  or  set  apart :  so  that,  if 
any  year  dividends  amounting  to  seven  per  cent,  shall  not  have  been 
paid  thereon,  the  deficiency  shall  be  payable  before  any  dividends  shall 
be  paid  upon  or  set  apart  for  the  common  stock. 

Whenever  all  cumulative  dividends  on  the  preferred  stock  for  all 
previous  years  shall  have  been  declared  and  shall  have  become  payable, 
and  the  accrued  quarterly  installments  for  the  current  year  shall  have 
been  declared,  and  the  company  shall  have  paid  such  cumulative  divi- 
dends for  previous  years  and  such  accrued  quarterly  installments,  or 
shall  have  set  aside  from  its  surplus  or  net  profits  a  sum  sufficient  for  the 
payment  thereof,  the  Board  of  Directors  may  declare  dividends  on  the 
common  stock,  payable  then  or  thereafter,  out  of  any  remaining  surplus 
or  net  profits. 

In  the  event  of  any  liquidation  or  dissolution  or  winding  up  (whether 
voluntary  or  involuntary)  of  the  corporation,  the  holders  of  the  preferred 
stock  shall  be  entitled  to  be  paid  in  fuil  both  the  /par  amount  of  their 


shares,  and  the  unpaid  dividends  accrued  thereon  before  any  amount 
shall  be  paid  to  the  holders  of  the  common  stock  ;  and  after  the  payment 
to  the  holders  of  the  preferred  stock  of  its  par  value,  and  the  unpaid 
accrued  dividends  thereon,  the  remaining  assets  ancHunds  shall  be  divided 
and  paid  to  the  holders  of  the  common  stock  according  to  their  respective 
shares. 

V.  The  names  and  post-office  addresses  of  the  incorporators,  and  the 
number  of  shares  of  stock  for  which  severally  and  respectively  we  do 
hereby  subscribe  (the  aggregate  of  our  said  subscriptions,  being  three 
thousand  dollars,  is  the  amount  of  capital  stock  with  which  the  corpora- 
tion will  commence  business),  are  as  follows  : 


Number  of 

Shares. 

Name. 

Post  Office  Address. 

Pre- 

Com- 

ferred 

mon 

Stock. 

Stock. 

Charles  C  Cluff 

51   Newark   Street,  Hobo- 

ken,  New  Jersey  

5 

5 

William  J  Curtis 

Ditto             .    ... 

5 

5 

Charles  MacVeagh 

Ditto             

5 

5 

VI.  The  duration  of  the  corporation  shall  be  perpetual. 

VII.  The  number  of  directors   of  the  Company  shall  be   fixed  from 
time  to  time  by  the  by-laws  ;  but  the  number  if  fixed  at  more  than  three, 
shall  be  some  multiple  of  three.      The  directors  shall  be  classified  with 
respect  to  the  time  for  which  they  shall  severally  hold  office  by  dividing 
them  into  three  classes,  each  consisting  of  one-third  of  the  whole  number 
of  the  board  of  directors.     The  directors  of  the  first  class  shall  be  elected 
for  a  term  of  one  year  ;  the  directors  of  the  second  class  for  a  term  of  two 
years  ;  and  the  directors  of  the  third  class  for  a  term  of  three  years  ;  and 
at  each  annual  election  the   successors  to  the  class   of  directors  whose 
terms  shall  expire  in  that  year  shall  be  elected  to  hold  office  for  the  term  of 
three  years,  so  that  the  term  of  office  of  one  class   of  directors  shall  expire 
in  each  year. 

The  number  of  the  directors  may  be  increased  as  may  be  provided  in 
the  by-laws.  In  case  of  any  increase  of  the  number  of  the  directors  the 
additional  directors  shall  be  elected  as  may  be  provided  in  the  by-laws, 
by  the  Directors  or  by  the  stockholders  at  an  annual  or  special  meeting, 


and  one-third  of  their  number  shall  be  elected  for  the  then  unexpired 
portion  of  the  term  of  the  directors  of  the  first  class,  one-third  of  their 
number  for  the  unexpired  portion  of  the  term  of  the  directors  of  the 
second  class,  and  one-third  of  their  number  for  the  unexpired  portion 
of  the  term  of  the  directors  of  the  third  class,  so  that  each  class  of 
directors  shall  be  increased  equally. 

ID  case  of  any  vacancy  in  any  class  of -directors  through  death,  res- 
ignation, disqualification  or  other  cause,  the  remaining  directors,  by 
affirmative  vote  of  a  majority  of  the  Board  of  Directors,  may  elect  a 
successor  to  hold  office  for  the  unexpired  portion  of  the  term  of  the  di- 
rector whose  place  shall  be  vacant,  and  until  the  election  of  a  successor. 

The  Board  of  Directors  shall  have  power  to  hold  their  meetings  out- 
side of  the  State  of  New  Jersey  at  such  places  as  from  time  to  time  may 
be  designated  by  the  by-laws  or  by  resolution  of  the  Board.  The  by- 
laws may  prescribe  the  number  of  directors  necessary  to  constitute  a 
quorum  of  the  Board  of  Directors,  which  number  may  be  less  than  a 
majority  of  the  whole  number  of  the  directors. 

Unless  authorized  by  votes  given  in  person  or  by  proxy  by  stock- 
holders holding  at  least  two-thirds  of  the  capital  stock  of  the  corporation, 
which  is  represented  and  voted  upon  in  person  or  by  proxy  at  a  meeting 
specially  called  for  that  purpose  or  at  an  annual  meeting,  the  Board  of 
Directors  shall  not  mortgage  or  pledge  any  of  its  real  property,  or  any  shares 
of  the  capital  stock  of  any  other  corporation  ;  but  this  prohibition  shall 
not  be  construed  to  apply  to  the  execution  of  any  purchase-money  mort- 
gage or  any  other  purchase-money  lien.  As  authorized  by  the  Act  of 
the  Legislature  of  the  State  of  New  Jersey  passed  March  22,  1901,  amend- 
ing the  17th  section  of  the  Act  concerning  Corporations  (Revision  of 
1896),  any  action  which  theretofore  required  the  consent  of  the  holders 
of  two-thirds  of  the  stock  at  any  meeting  after  notice  to  them  given,  or 
required  their  consent  in  writing  to  be  filed,  may  be  taken  upon  the  con- 
sent of,  and  the  consent  given  and  filed  by  the  holders  of  two-thirds  of 
the  stock  of  each  class  represented  at  such  meeting  in  person  or  by  proxy. 

Any  officer  elected  or  appointed  by  the  Board  of  Directors  may  be  re- 
moved at  any  time  by  the  affirmative  vote  of  a  majority  of  the  whole 
Board  of  Directors.  Any  other  officer  or  employe  of  the  Company  may 
be  removed  at  any  time  by  vote  of  the  Board  of  Directors,  or  by  any 
committee  or  superior  officer  upon  whom  such  power  of  removal  may  be 
conferred  by  the  by-laws  or  by  vote  of  the  Board  of  Directors. 

The  Board  of  Directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  from  the  directors  an  executive  committee, 
of  which  a  majority  shall  constitute  a  quorum  ;  and  to  such  extent  as 
shall  be  provided  in  the  by-laws,  such  committee  shall  have  and  may 
exercise  all  or  any  of  the  powers  of  the  Board  of  Directors,  including 
power  to  cause  the  seal  of  the  corporation  to  be  affixed  to  all  papers  that 
may  require  it. 


6 

The  Board  of  Directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  any  other  Standing  Committees,  and  such 
Standing  Committees  shall  have  and  may  exercise  such  powers  as  shall 
be  conferred  or  authorized  by  the  by-laws. 

The  Board  of  Directors  may  appoint  not  only  other  officers  of  the 
Company,  but  also  one  or  more  vice-presidents,  one  or  more  assistant 
treasurers  and  one  or  more  assistant  secretaries  ;  and,  to  the  extent  pro- 
vided in  the  by-laws,  the  persons  so  appointed  respectively  shall  have 
and  may  exercise  all  the  powers  of  the  president,  of  the  treasurer  and  of 
the  secretary,  respectively. 

The  Board  of  Directors  shall  have  power  from  time  to  time  to  fix  and  to 
determine  and  to  vary  the  amount  of  the  working  capital  of  the  Company  ; 
and  to  direct  and  determine  the  use  and  disposition  of  any  surplus  or  net 
profits  over  and  above  the  capital  stock  paid  in  ;  and  in  its  discretion  the 
Board  of  Directors  may  use  and  apply  any  such  surplus  or  accumulated 
profits  in  purchasing  or  acquiring  its  bonds  or  other  obligations,  or 
shares  of  its  own  capital  stock,  to  such  extent  and  in  such  manner  and 
upon  such  terms  as  the  Board  of  Directors  shall  deem  expedient ;  but 
shares  of  such  capital  stock  so  purchased  or  acquired  may  be  resold, 
unless  such  shares  shall  have  been  retired  for  the  purpose  of  decreasing 
the  Company's  capital  stock  as  provided  by  law. 

The  Board  of  Directors  from  time  to  time  shall  determine  whether  and 
to  what  extent,  and  at  what  times  and  places,  and  under  what  conditions 
and  regulations,  the  accounts  and  books  of  the  corporation,  or  any  of 
them,  shall  be  open  to  the  inspection  of  the  Stockholders,  and  no  Stock- 
holder shall  have  any  right  to  inspect  any  account  or  book  or  document 
of  the  corporation,  except  as  conferred  by  Statute  or  authorized  by  the 
Board  of  Directors,  or  by  a  resolution  of  the  Stockholders. 

Subject  always  to  by-laws  made  by  the  Stockholders,  the  Board  of 
Directors  may  make  by-laws,  and,  from  time  to  time,  may  alter,  amend 
or  repeal  any  by-laws ;  but  any  by-laws  made  by  the  Board  of  Directors 
may  be  altered  or  repealed  by  the  Stockholders  at  any  annual  meeting, 
or  at  any  special  meeting,  provided  notice  of  such  proposed  alteration  or 
repeal  be  included  in  the  notice  of  the  meeting. 

IN  WITNESS  WHEEKOF,  we  have  hereunto  set  our  hands  and  seals  the 
23rd  day  of  February,  1901. 

CHARLES  C.  CLTJFF  [L.  S.] 
WILLIAM  J.  CURTIS  [L.  S.J 
CHARLES  MAOVEAGH  [L.  S.J 

Signed,  sealed  and  delivered) 
in  the  presence  of  ) 

FRANCIS  LYNDE  STETSON 
VICTOR  MORAWETZ. 


STATE  OF  NEW  JERSEY,) 
County  of  Hudson,    )  B 

Be  it  remembered  that  on  this  23rd  day  of  February,  1901,  before  the 
undersigned,  personally  appeared  Charles  C.  Cluff,  William  J.  Curtis  and 
Charles  MacVeagh,  who,  I  am  satisfied,  are  the  persons  named  in  and 
who  executed  the  foregoing  certificate ;  and  I  having  first  made  known  to 
them  and  to  each  of  them,  the  contents  thereof,  they  did  each  acknowl- 
edge that  they  signed,  sealed  and  delivered  the  same  as  their  voluntary 
act  and  deed. 

GEO.  HOLMES 
Master  in  Chancery  of  New  Jersey. 

lOct.  Internal  Revenue  Stamp  Cancelled.. 

ENDORSED   "  Received  in  the  Hudson  Co.  N.  J.  Clerk's  Office  Feb'y 

25th  A.  D.  1901  and  Recorded  in  Clerks  Record  No on  Page 

MAURICE  J.  STACK 

Clerk  " 

ENDORSED   "  Filed  Feb.  25,  1901 

GEORGE  WURTS 

Secretary  of  State." 

ENDORSED  "  Filed  April  1,  1901 

GEORGE  WURTS 

Secretary  of  State." 


OF 


UNITED  STATES  STEEL  CORPORATION. 


As  Amended  to  January  7,  1902. 


11 


BY-LAWS 

OF 

UNITED  STATES  STEEL  CORPORATION. 

As  AMENDED  TO  JANUARY  7,  1902. 


ARTICLE  I. 

8TOCKHOLDERS. 

SECTION  I.  Annual  Meeting.  Until  the  annual  meeting  of  the  stock- 
holders to  be  held  in  the  year  1903,  a  meeting  of  the  Stockholders  of  the 
Company  shall  be  held  annually  at  the  principal  office  of  the  Company  in 
the  State  of  New  Jersey,  at  twelve  o'clock  noon  on  the  third  Monday  in 
February  in  each  year,  if  not  a  legal  holiday,  and  if  a  legal  holiday 
then  on  the  next  succeeding  Monday  not  a  legal  holiday,  for  the  purpose 
of  electing  Directors,  and  for  the  transaction  of  such  other  business  as 
may  be  brought  before  the  meeting. 

After  such  meeting  of  the  stockholders  to  be  held  in  the  year  1902,  such 
meeting  of  the  stockholders  shall  be  held  annually  at  said  office  on  the 
third  Monday  of  April  in  each  year,  if  not  a  legal  holiday,  and  if  a  legal 
holiday  then  on  the  next  succeeding  Monday  not  a  legal  holiday  ;  and  the 
terms  of  office  of  the  directors  of  the  several  classes  shall  continue  until 
the  election  of  their  successors  at  such  meeting  as  provided  in  Article  II. 
hereof. 

It  shall  be  the  duty  of  the  Secretaiy  to  cause  notice  of  each  annual 
meeting  to  be  published  once  in  each  of  the  four  calendar  weeks  next 
preceding  the  meeting  in  at  least  one  newspaper  in  each  of  the  following 
places:  Jersey  City,  N.  J.,  New  York,  N.  Y.,  Chicago,  111.,  and  Pitts- 
burg,  Pa.  Nevertheless,  a  failure  to  publish  such  notice,  or  any  irregu- 
larity in  such  notice,  or  in  the  publication  thereof  shall  not  affect  the 
validity  of  any  annual  meeting,  or  of  any  proceedings  at  any  such 
meeting. 

SECTION  2.  Special  Meetings.  Special  meetings  of  the  Stockholders  may 
be  held  at  the  principal  office  of  the  Company  in  the  State  of  New  Jersey, 
whenever  called  in  writing,  or  by  vote,  by  a  majority  of  the  Board  of 
Directors. 

Notice  of  each  special  meeting,  indicating  briefly  the  object  or  objects 
thereof,  shall  by  the  Secretary  be  published  once  in  each  of  the  four 


«alendar  weeks  next  preceding  the  meeting  in  at  least  one  newspaper  in 
each  of  the  following  places:  Jersey  City,  N.  J.,  New  York,  N.  Y., 
Chicago,  111.,  and  Pittsburg,  Pa.  Nevertheless  if  all  the  stockholders 
shall  waive  notice  of  a  special  meeting,  no  notice  of  such  meeting  shall 
be  required  ;  and  whenever  all  the  stockholders  shall  meet  in  person  or 
by  proxy,  such  meeting  shall  be  valid  for  all  purposes  without  call  or 
notice,  and  at  such  meeting  any  corporate  action  may  be  taken. 

SEO.  3.  Quorum.  At  any  meeting  of  the  stock  holders  the  holders  of 
one-third  of  all  of  the  shares  of  the  capital  stock  of  the  Company,  present 
in  person  or  represented  by  proxy,  shall  constitute  a  quorum  of  the 
stockholders  for  all  purposes,  unless  the  representation  of  a  larger  number 
shall  be  required  by  law,  and,  in  that  case,  the  representation  of  the 
number  so  required,  shall  constitute  a  quorum. 

If  the  holders  of  the  amount  of  stock  necessary  to  constitute  a  quorum 
shall  fail  to  attend  in  person  or  by  proxy  at  the  time  and  place  fixed  by 
these  by-laws  for  an  annual  meeting,  or  fixed  by  notice  as  above  provided 
for  a  special  meeting  called  by  the  Directors,  a  majority  in  interest  of 
the  stockholders  present  in  person  or  by  proxy  may  adjourn,  from  time  to 
time,  without  notice  other  than  by  announcement  at  the  meeting,  until 
holdei*  of  the  amount  of  stock  requisite  to  constitute  a  quorum  shall 
attend.  At  any  such  adjourned  meeting  at  which  a  quorum  shall  be 
present  any  business  may  be  transacted  which  might  have  been  trans- 
acted at  the  meeting  as  originally  notified. 

SEO.  4.  Organization.  The  President,  and  in  his  absence,  the  Chair- 
man of  the  Executive  Committee,  shall  call  meetings  of  the  stockholders 
to  order,  and  shall  act  as  Chairman  of  such  meetings.  The  Board  of  Di- 
rectors may  appoint  any  stockholder  to  act  as  Chairman  of  any  meeting 
in  the  absence  of  the  President  and  of  the  Chairman  of  the  Executive 
Committee. 

The  Secretary  of  the  Company  shall  act  as  Secretary  at  all  meetings 
of  the  stockholders  ;  but  in  the  absence  of  the  Secretary  at  any  meeting 
of  the  stockholders  the  presiding  officer  may  appoint  any  person  to  act  as 
secretary  of  the  meeting. 

SEO.  5.  Voting.  At  each  meeting  of  the  stockholders  every  stock- 
holder shall  be  entitled  to  vote  in  person,  or  by  proxy  appointed  by  in- 
strument in  writing,  subscribed  by  such  stockholder  or  by  his  duly 
authorized  attorney,  and  delivered  to  the  Inspectors  at  the  meeting  ;  and 
he  shall  have  one  vote  for  each  share  of  stock  standing  registered  in  his 
name  at  the  time  of  the  closing  of  the  Transfer  Books  for  said  meeting. 
The  votes  for  Directors,  and,  upon  demand  of  any  stockholder,  the  votes 
upon  any  question  before  the  meeting,  shall  be  by  ballot. 

At  each  meeting  of  the  stockholders  a  full,  true  and  complete  list,  in 
alphabetical  order,  of  all  of  the  stockholders  entitled  to  vote  at  such 


13 

meeting,  and  indicating  the  number  of  shares  held  by  each  certified  by 
the  Secretary  or  by  the  Treasurer,  shall  be  furnished.  Only  the  persons 
in  whose  names  shares  of  stock  stand  on  the  books  of  the  Company  at  the 
time  of  the  closing  of  the  transfer  books  for  such  meeting,  as  evidenced 
by  the  list  of  stockholders  so  furnished,  shall  be  entitled  to  vote  in  person 
or  by  proxy  on  the  shares  so  standing  in  their  names. 

Prior  to  any  meeting,  but  subsequent  to  the  time  of  closing  the  transfer 
books  for  such  meeting,  any  proxy  may  submit  his  powers  of  attorney 
to  the  Secretary,  or  to  the  Treasurer  for  examination.  The  certificate 
of  the  Secretary,  or  of  the  Treasurer  as  to  the  regularity  of  such  powers 
of  attorney,  and  as  to  the  number  of  shares  held  by  the  persons  who  sev- 
erally and  respectively  executed  such  powers  of  attorney  shall  be  received 
as  prima,  facie  evidence  of  the  number  of  shares  represented  by  the 
holder  of  such  powers  of  attorney  for  the  purpose  of  establishing  the 
presence  of  a  quorum  at  such  meeting,  and  of  organizing  the  same  and 
for  all  other  purposes. 

SEC.  6.  Inspectors.  At  each  meeting  of  the  stockholders  the  polls 
shall  be  opened  and  closed ;  the  proxies  and  ballots  shall  be  received 
and  be  taken  in  charge;  and  all  questions  touching  the  qualification  of 
voters  and  the  validity  of  proxies,  and  the  acceptance  or  rejection  of 
votes  shall  be  decided  by  three  Inspectors.  Such  Inspectors  shall  be  ap- 
pointed by  the  Board  of  Directors  before  or  at  the  meeting,  or,  if  no  such 
appointment  shall  have  been  made,  then  by  the  presiding  officer  at  the 
meeting.  If  for  any  reason  any  of  the  Inspectors  previously  appointed 
shall  fail  to  attend  or  refuse  or  be  unable  to  serve,  Inspectors  in  place  of 
any  so  failing  to  attend,  or  refusing  or  unable  to  attend,  shall  be  appointed 
in  like  manner. 


ARTICLE  II. 

BOAED    OF    DIKEOTOKS. 

SECTION!.  Number,  classification  and  term  of  office :  The  business 
and  the  property  of  the  Company  shall  be  managed  and  controlled  by  the 
Board  of  Directors. 

As  provided  in  the  Certificate  of  Incorporation,  the  Directors  shall  be 
classified  in  respect  of  the  time  for  which  they  shall  severally  hold  office, 
by  dividing  them  into  three  classes,  each  class  consisting  of  one-third  of 
the  whole  number  of  the  Board  of  Directors.  The  Directors  of  the  first 
class  shall  be  elected  for  a  term  of  one  year  ;  the  Directors  of  the  second 
class  shall  be  elected  for  a  term  of  two  years  ;  and  the  Directors  of  the 
third  class  shall  be  elected  for  a  term  of  three  years.  At  each  annual 
election,  the  successors  to  the  Directors  of  the  class  whose  terms  shall 
expire  in  that  year,  shall  be  elected  to  hold  office  for  the  term  of  three 


14 

years,  so  that  the  term  of  office  of  one  class  of  Directors  shall  expire 
in  each  year. 

The  number  of  Directors  shall  be  twenty-four  but  the  number  of 
Directors  may  be  altered  from  time  to  time  by  the  alteration  of  these 
by-laws. 

In  case  of  any  increase  of  the  number  of  Directors,  the  additional 
Directors  shall  be  elected  by  the  Directors  then  in  office  ;  one-third 
of  such  additional  Directors  for  the  unexpired  portion  of  the  term  of 
one  year  ;  one-third  for  the  unexpired  portion  of  the  term  of  two  years, 
and  one-third  for  the  unexpired  portion  of  the  term  of  three  years,  so 
that  each  class  of  Directors  shall  be  increased  equally. 

Every«Direclor  shall  be  a  holder  of  at  least  one  share  of  the  capital 
stock  of  the  Company.  Each  Director  shall  serve  for  the  term  for  which 
he  shall  have  been  elected,  and  until  his  successor  shall  have  been  duly 
chosen. 

At  all  elections  of  the  Directors,  the  polls  shall  remain  open  for  at 
least  one  hour,  unless  every  registered  owner  of  shares  has  sooner 
voted  in  person  or  by  proxy,  or  in  writing  has  waived  the  statutory 
provision. 

SECTION  2.  Vacancies.  In  case  of  any  vacancy  in  the  Directors  of  any 
class  through  death,  resignation,  disqualification  or  other  cause,  the 
remaining  Directors,  by  affirmative  vote  of  a  majority  thereof,  may 
elect  a  successor  to  hold  office  for  the  unexpired  portion  of  the  term  of 
the  Director  whose  place  shall  be  vacant,  and  until  the  election  of  his 
successor. 

Such  vacancy  shall  be  filled  upon  and  after  nominations  therefor 
shall  have  been  made  by  the  Finance  Committee. 

SECTION  3.  Place  of  Meeting,  etc.  The  Directors  may  hold  their 
meetings,  and  may  have  an  office  and  keep  the  books  of  the  Company 
(except  as  otherwise  may  be  provided  for  by  law)  in  such  place  or 
places  in  the  State  of  New  Jersey  or  qutside  of  the  State  of  New  Jersey 
as  the  Board  from  time  to  time  may  determine. 

SECTION  4.  Regular  Meetings.  Regular  Meetings  of  the  Board  of 
Directors  shall  be  held  monthly  on  the  first  Tuesday  of  each  month, 
if  not  a  legal  holiday,  and,  if  a  legal  holiday,  then  on  the  next 
succeeding  Tuesday,  not  a  legal  holiday.  No  notice  shall  be 
required  for  any  such  regular  monthly  meeting  of  the  Board. 

SECTION  5.  Special  Meetings.  Special  Meetings  of  the  Board  of 
Directors  shall  be  held  whenever  called  by  direction  of  the  President, 
or  of  one-third  of  the  Directors  for  the  time  being  in  office. 

The  Secretary  shall  give  notice  of  each  special  meeting  by  mailing 
the  same  at  least  two  days  before  the  meeting  or  by  telegraphing  the 


15 

same  at  least  one  day  before  the  meeting  to  each  Director  ;  but  such 
notice  may  be  waived  by  any  Director.  Unless  otherwise  indicated  in 
the  notice  thereof  any  and  all  business  may  be  transacted  at  a  special 
meeting.  At  any  meeting  at  which  every  Director  shall  be  present,  even 
though  without  any  notice,  any  business  may  be  transacted. 

SECTION  6.  Quorum.  A  majority  of  the  Board  of  Directors  shall 
constitute  a  quorum  for  the  transaction  of  business ;  but,  if  at  any 
meeting  of  the  Board,  there  be  less  than  a  quorum  present,  a  majority 
of  those  present  may  adjourn  the  meeting  from  time  to  time. 

The  affirmative  vote  of  at  least  two-fifths  of  all  the  Directors  for  the 
thne  being  in  office  shall  be  necessary  for  the  passage  of  any  resolution. 

SECTION  8.  Order  of  Business.  At  meetings  of  the  Board  of  Directors 
business  shall  be  transacted  in  such  order  as,  from  time  to  time,  the 
Board  may  determine  by  resolution. 

At  all  meetings  of  the  Board  of  Directors,  the  President,  or  in  his 
absence  the  Chairman  of  the  Executive  Committee,  or  in  the  absence 
of  both  of  these  officers  the  Chairman  of  the  Finance  Committee  shall 
preside. 

SECTION  9.  Contracts.  Inasmuch  as  the  directors  of  this  Company  are 
men  of  large  and  diversified  business  interests,  and  are  likely  to  be  con- 
nected with  other  corporations  with  which  from  time  to  time  this  Com- 
pany must  have  business  dealings,  no  contract  or  other  transaction  be- 
tween this  Company  and  any  other  corporation  shall  be  affected  by  the 
fact  that  directors  of  this  Company  are  interested  in,  or  are  directors  or 
officers  of,  such  other  corporation  if,  at  the  meeting  of  the  Board,  or  of 
the  Committee  of  this  Company  making,  authorizing  or  confirming  such 
contract  or  transaction,  there  shall  be  present  a  quorum  of  directors  not 
so  interested  ;  and  any  director  individually  may  be  a  party  to,  or  may 
be  interested  in,  any  contract  or  transaction  of  this  Company,  provided 
that  such  contract  or  transaction  shall  be  approved  or  be  ratified  by  the 
affirmative  Vote  of  at  least  ten  directors  not  so  interested. 

The  board  of  directors  in  its  discretion  may  submit  any  contract  or 
act  for  approval  or  ratification  at  any  annual  meeting  of  the  stock- 
holders, or  at  any  meeting  of  the  stockholders  called  for  the  purpose 
of  considering  any  such  act  or  contract,  and  any  contract  or  act  that 
shall  be  approved  or  be  ratified  by  the  vote  of  the  holders  of  a  majority 
of  the  capital  stock  of  the  Company  which  is  represented  in  person  or  by 
proxy  at  such  meeting  (provided  that  a  lawful  quorum  of  stockholders 
be  there  represented  -in  person  or  by  proxy)  shall  be  as  valid  and  as 
binding  upon  the  corporation  and  upon  all  the  stockholders  as  though  it 
had  been  approved  or  ratified  by  every  stockholder  of  the  corporation. 


16 

SECTION  10.  Compensation  of  Directors.  For  his  attendance  at  any 
meeting  of  the  Boafd  of  Directors,  or  of  any  Committee  of  the  Board, 
every  Director  shall  receive  an  allowance  of  ten  cents  for  every  mile 
travelled  by  him  for  attendance  at  such  meeting,  and  also  the  sum  of 
twenty  dollars  for  attendance  at  each  meeting.  The  same  mileage  allow- 
ance shall  be  made  to  any  officer  who  by  direction  of  the  Board,  or  of  the 
President,  shall  attend  any  such  meeting. 


ARTICLE  III. 

EXECUTIVE    COMMITTEE  AND   FINANCE   COMMITTEE. 

SECTION  1.  The  Board  of  Directors  shall  elect  from  the  Directors  an 
Executive  Committee  and  a  Finance  Committee  ;  and  shall  designate  for 
each  of  those  Committees  a  Chairman,  who  shall  continue  to  be  Chair- 
man of  the  Committee  during  the  pleasure  of  the  Board  of  Directors. 

The  Board  of  Directors  shall  fill  vacancies  in  the  Executive  Committee 
or  in  the  Finance  Committee  by  election  from  the  Directors  ;  and  at  all 
times  it  shall  be  the  duty  of  the  Board  of  Directors  to  keep  the  member- 
ship of  each  of  such  Committees  full,  with  due  regard  to  the  qualifi- 
cations for  such  membership  indicated  in  this  Article  'of  the  By-Laws, 

All  action  by  the  Executive  Committee,  or  by  the  Finance  Committee 
shall  be  reported  by  the  Board  of  Directors  at  its  meeting  next  succeed- 
ing such  action,  and  shall  be  subject  to  revision  or  alteration  by  the 
Board  of  Directors  ;  pi'omded  that  no  rights  or  acts  of  third  parties  shall 
be  affected  by  any  such  revision  or  alteration. 

The  Executive  Committee  and  the  Finance  Committee  each  shall  fix  its 
own  rules  of  proceeding,  and  shall  meet  where  and  as  provided  by  such 
rules,  or  by  resolution  of  the  Board  of  Directors,  but  in  every  case  the 
presence  of  a  majority  shall  be  necessary  to  constitute  a  quorum. 

In  every  case  the  affirmative  vote  of  a  majority  of  all  of  the  members 
of  the  Committee  shall  be  necessary  to  its  adoption  of  any  resolution. 

The  Chairman  and  each  of  the  members,  of  the  Executive  Committee, 
shall  receive  such  compensation  for  their  services  as  from  time  to  time 
shall  be  fixed  by  the  Finance  Committee  and  be  approved  by  the  Board 
of  Directors. 

SECTION  2.  The  Executive  Committee  shall  consist  of  six  members  be- 
sides the  President,  and  the  Chairman  of  the  Finance  Committee,  each  of 
whom,  by  virtue  of  his  office,  shall  be  a  member  of  the  Executive  Com- 
mittee. So  far  as  practicable  each  of  the  six  elected  members  of  the 
Executive  Committee  shall  be  a  person  having,  or,  having  had,  per- 
sonal experience  in  the  conduct  of  one  or  the  other  of  the  branches  of 
manufacture  or  mining,  or  of  transportation  in  which  the  Company  is  in- 


17 

terested  ;  and,  so  far  as  practicable,  the  six  elected  members  shall  be 
taken  equally  from  the  three  classes  of  Directors.  Unless  otherwise 
ordered  by  the  Board  of  Directors  each  elected  member  of  the  Executive 
Committee  shall  continue  to  be  a  member  thereof  until  the  expiration 
of  his  term  of  office  as  a  Director. 

During  the  intervals  between  the  meetings  of  the  Board  of  Directors, 
the  Executive  Committee  shall  possees,  and  may  exercise,  all  the  powers 
of  the  Board  of  Directors  in  the  management  and  direction  of  the 
manufacturing,  mining  and  transportation  operations  of  the  Company, 
and  of  all  other  business  and  affairs  (except  the  matters  hereinafter 
assigned  to  the  Finance  Committee)  in  such  manner  as  the  Executive 
Committee  shall  deem  best  for  the  interests  of  the  Company,  in  all  cases 
in  which  specific  directions  shall  not  have  been  given  by  the  Board  of 
Directors. 

During  the  intervals  between  the  meetings  of  the  Executive  Com- 
mittee the  Chairman  thereof  shall  possess,  and  may  exercise,  such  of 
the  powers  vested  in  the  Executive  Committee  as  from  time  to  time  may 
be  conferred  upon  him  by  resolution  of  the  Board  of  Directors,  or  of  the 
Executive  Committee. 

SECTION  3.  The  Finance  Committee  shall  consist  of  four  members, 
besides  the  President,  and  the  Chairman  of  the  Executive  Committee, 
each  of  whom,  by  virtue  of  his  office,  shall  be  a  member  of  the  Finance 
Committee.  So  far  as  practicable  each  of  the  four  elected  members  of  the 
Finance  Committee  shall  be  a  person  of  experience  in  matters  of  finance  ; 
and  so  far  as  practicable  the  four  elected  members  shall  be  taken  equally 
from  the  three  classes  of  Directors.  Unless  otherwise  ordered  by  the 
Board  of  Directors,  each  elected  member  of  the  Finance  Committee  shall 
continue  to  be  a  member  thereof  until  the  expiration  of  his  term  of  office 
as  a  Director. 

The  Finance  Committee  shall  have  special  and  general  charge  and 
control  of  all  financial  affairs  of  the  Company.  The  General  Counsel,  the 
Treasurer,  the  Comptroller  and  the  Secretary,  and  their  respective  offices 
shall  be  under  the  direct  control  and  supervision  of  the  Finance  Com- 
mittee. 

During  the  intervals  between  the  meetings  of  the  Board  of  Directors, 
the  Finance  Committee  shall  possess,  and  may  exercise,  all  the  powers 
of  the  Board  of  Directors  in  tne  management  of  the  financial  affairs  of  the 
Company,  including  its  purchases  of  property,  and  the  execution  of  legal 
instruments  with  or  without  the  corporate  seal  in  such  manner  as  said 
Committee  shall  deem  to  be  best  for  the  interests  of  the  Company,  in 
all  cases  in  which  specific  directions  shall  not  have  been  given  by  the 
Board  of  Directors. 

During  the  intervals  between  the  meetings  of  the  Finance  Committee, 
and  subject  to  its  review,  the  Chairman  thereof  shall  possess,  and  may 
GKercise  any  of  the  powers  of  the  Committee  except  as  from  time  to  time 


18 

shall  be  otherwise  provided  by  resolution  of  the  Board  of  Directors,  or 
of  the  Finance  Committee,  but  not  of  the  Executive  Committee. 

Except  as  otherwise  provided  by  the  By-Laws,  or  by  resolution  of  the 
Board  of  Directors,  all  salaries  and  compensations  paid  or  payable  by 
the  Company  shall  be  fixed  by  the  Finance  Committee. 

No  Director  shall  become  a  salaried  employee  of  the  Company  except 
by  special  vote  of  the  Finance  Committee. 


ARTICLE  IV. 

OFFICERS. 

SECTION  1.  Officers.  The  Executive  Officers  of  the  Company  shall  be 
a  President,  a  Vice-President,  or  more  than  one  Vice-President,  a  General 
Counsel,  a  Treasurer,  a  Secretary  and  a  Comptroller,  all  of  whom  shall  be 
elected  by  the  Board  of  Directors. 

The  Board  of  Directors  may  appoint  such  other  officers  as  they  shall 
deem  necessary,  who  shall  have  such  authority  and  shall  perform  such 
duties  as  from  time  to  time  may  be  prescribed  by  the  Board  of  Directors. 

The  powers  and  duties  of  the  Treasurer  and  Secretary  may  be  exer- 
cised and  performed  by  the  same  person. 

In  its  discretion  the  Board  of  Directors  by  the  vote  of  a  majority 
thereof  may  leave  unfilled  for  any  such  period  as  it  may  fix  by  resolu- 
tion, any  office  except  those  of  President,  Treasurer,  Secretary  and  Comp- 
troller. 

All  officers  and  agents  shall  be  subject  to  removal  at  any  time  by  the 
affirmative  vote  of  a  majority  of  the  whole  Board  of  Directors.  All 
officers,  agents  and  employes,  other  than  officers  appointed  by  the  Board 
of  Directors,  shall  hold  office  at  the  discretion  of  the  Committee  or  of  the 
officer  appointing  them. 

The  Finance  Committee  shall  have  power  to  suspend  the  General 
Counsel,  the  Treasurer,  the  Secretary  or  the  Comptroller,  and  to  remove 
any  one  in  the  department  of  the  General  Counsel,  of  the  Treasurer,  of  the 
Secretary  or  of  the  Comptroller.  The  Executive  Committee  shall  have 
power  to  remove  all  officers,  agents  and  employes  of  the  Company,  except 
officers  elected  or  appointed  by  the  Board  of  Directors,  and  except  officers, 
agents  and  employes  in  the  department  of  the  Treasurer  of  the  Secretary, 
of  the  General  Counsel  or  of  the  Comptroller. 

SECTION  2.  Powers  and  duties  of  the  President.  The  President  shall 
preside  at  all  meetings  of  the  Stockholders  and  of  the  Board  of  Directors, 
and  by  virtue  of  his  office  he  shall  be  a  member  (but  not  Chairman)  of 
the  Executive  Committee  and  of  the  Finance  Committee.  Subject  to  the 
Executive  Committee,  he  shall  have  general  charge  of  the  business  of  the 


19 

Company,  including  manufacturing,  mining  and  transportation,  may  sign 
and  execute  all  authorized  bonds,  contracts  or  other  obligations  in  the 
name  of  the  Company,  and  with  the  Treasurer  or  an  Assistant  Treasurer 
may  sign  all  certificates  of  the  shares  in  the  Capital  stock  of  the  Com- 
pany. He  shall  do  and  perform  such  other  duties  as  from  time  to  time 
may  be  assigned  to  him  by  the  Board  of  Directors. 

SECTION  3.  Vice-Presidents.  The  Board  of  Directors  may  appoint  a 
Vice-President  or  more  than  one  Vice-President.  Each  Vice-President 
shall  have  such  powers,  and  shall  perform  such  duties  as  may  be  assigned 
to  him  by  the  Board  of  Directors. 

SECTION  4.  The  General  Counsel.  The  General  Counsel  shall  be  the 
chief  counsulting  officer  of  the  Company  in  all  legal  matters,  and,  subject 
to  the  Board  of  Directors  and  the  Finance  Committee,  shall  have  general 
control  of  all  matters  of  legal  import  concerning  the  Company. 

SECTION  5.  Powers  and  duties  of  Treasurer.  The  Treasurer  shall  have 
custody  of  all  the  funds  and  securities  of  the  Company  which  may  have 
come  into  his  hands ;  when  necessary  or  proper  he  shall  endorse  on 
behalf  of  the  Company  for  collection,  checks,  notes  and  other  obligations 
and  shall  deposit  the  same  to  the  credit  of  the  Company  in  such  bank  or 
banks  or  depositary  as  the  Board  of  Directors  or  the  Finance  Committee 
may  designate  ;  he  shall  sign  all  receipts  and  vouchers  for  payments  made 
to  the  company  ;  jointly  with  such  other  officer  as  may  be  designated  by 
the  Finance  Committee  he  shall  sign  all  checks  made  by  the  Company, 
and  shall  pay  out  and  dispose  of  the  same  under  the  direction  of  the 
Board  or  of  the  Finance  Committee  ;  he  shall  sign,  with  the  President, 
or  such  other  person  or  persons  as  may  be  designated  for  the  purpose  by 
the  Board  of  Directors  or  the  Finance  Committee,  all  bills  of  exchange 
and  promissory  notes  of  the  Company ;  he  may  sign,  with  the  President 
or  a  Vice-President,  all  certificates  of  shares  in  the  Capital  Stock  ; 
whenever  required  by  the  Board  of  Directors  or  by  the  Finance  Com- 
mittee he  shall  render  a  statement  of  his  cash  account;  he  shall  enter 
regularly,  in  books  of  the  Company  to  be  kept  by  him  for  the  purpose, 
full  and  accurate  account  of  all  moneys  received  and  paid  by  him  on 
account  of  the  Company;  he  shall,  at  all  reasonable  times,  exhibit  his 
books  and  accounts  to  any  Director  of  the  Company  upon  application  at 
the  office  of  the  Company  during  business  hours ;  and  he  snail  perform 
all  acts  incident  to  the  position  of  Treasurer,  subject  to  the  control  of  the 
Board  of  Directors  or  of  the  Finance  Committee.  By  virtue  of  his  office 
the  Treasurer  shall  be  Assistant  Secretary. 

He  shall  give  a  bond  for  the  faithful  discharge  of  his  duties  in  such 
sum  as  the  Board  of  Directors  or  the  Finance  Committee  may  require. 


20 

SECTION  6.  Assistant  Treasurers.  The  Board  of  Directors  or  the 
Finance  Committee  may  appoint  an  Assistant  Treasurer  or  more  than 
one  Assistant  Treasurer.  Each  Assistant  Treasurer  shall  have  such 
powers  and  shall  perform  such  duties  as  may  be  assigned  to  him  by  the 
Board  of  Directors,  or  by  the  Finance  Committee. 

SECTION  7.  Powers  and  Duties  of  Secretary.  The  Secretary  shall  keep 
the  minutes  of  all  meetings  of  the  Board  of  Directors,  and  the  minutes 
of  all  meeting  of  the  stockholders,  and  also  (unless  otherwise  directed  by 
the  Finance  Committee)  the  minutes  of  all  Committees  in  books  provided 
for  that  purpose  ;  he  shall  attend  to  the  giving  and  serving  of  all  notices 
of  the  Company ;  he  may  sign  with  the  President  in  the  name  of  the 
Company  all  contracts  authorized  by  the  Board  of  Directors,  or  by  the 
Finance  Committee,  and,  when  so  ordered  by  the  Board  of  Directors  or 
the  Finance  Committee,  he  shall  affix  the  seal  of  the  Company  thereto  ; 
he  shall  have  charge  of  the  Certificate  Books,  Transfer  Books  and  Stock 
Ledgers,  and  such  other  books  and  papers  as  the  Board  of  Directors 
or  the  Finance  Committee  may  direct,  all  of  which  shall,  at  all  reasonable 
times,  be  open  to  the  examination  of  *any  Director,  upon  application  at 
the  office  of  the  Company  during  business  hours  ;  and  he  shall  in  gen- 
eral perform  all  the  duties  incident  to  the  office  of  Secretary,  subject  to 
the  control  of  the  Board  of  Directors,  and  of  the  Finance  Committee. 
By  virtue  of  his  office  the  Secretary  shall  be  Assistant  Treasurer. 

SECTION  8.  Assistant  Secretaries.  The  Board  of  Directors  or  the 
Finance  Committee  may  appoint  one  Assistant  Secretary  or  more  than 
one  Assistant  Secretary.  Each  Assistant  Secretary  shall  have  such  powers 
and  shall  perform  such  duties  as  may  be  assigned  to  him  by  the  Board  of 
Directors,  or  by  the  Finance  Committee. 

SECTION  9.  Comptroller.  The  Comptroller  shall  be  the  principal  officer 
in  charge  of  the  accounts  of  the  company  ;  and  shall  perform  such  duties 
as  from  time  to  time  may  be  assigned  to  him  by  the  Board  of  Directors 
or  the  Finance  Committee. 

SECTION  10.  Voting  upon  Stocks.  Unless  otherwise  ordered  by  the 
Board  of  Directors,  or  by  the  Finance  Committee,  the  Chairman  of  the 
Finance  Committee  or  the  Chairman  of  the  Executive  Committee  shall  have 
full  power  and  authority  in  behalf  of  the  Company  to  attend  and  to  act 
and  to  vote  at  any  meetings  of  stockholders  of  any  corporation  in  which 
the  Company  may  hold  stock,  and  at  any  such  meeting  shall  possess  and 
may  exercise  any  and  all  the  rights  and  powers  incident  to  the  ownership 
of  such  stock  and  which,  as  the  owner  thereof,  the  Company  might  have 
possessed  and  exercised  if  present.  The  Board  of  Directors  or  the  Finance 
Committee,  by  resolution,  from  time  to  time,  may  confer  like  powers 
upon  any  other  person  or  persons. 


21 


ARTICLE  V. 

CAPITAL    STOCK — SEAL. 

SECTION  1.  Certificates  of  Shares.  The  certificates  for  shares  of  the 
capital  stock  of  the  Company  shall  be  in  such  form,  not  inconsistent  with 
the  certificate  of  incorporation  as  shall  be  prepared  or  be  approved  by 
the  Board  of  Directors.  The  certificates  shall  be  signed  by  the  President 
or  a  Vice-President,  and  also  by  the  Treasurer  or  an  Assistant  Treasurer. 

All  Certificates  shall  be  consecutively  numbered.  The  name  of  the 
person  owning  the  shares  represented  thereby,  with  the  number  of  such 
shares  and  the  date  of  issue,  shall  be  entered  on  the  Company's  books. 

No  certificate  shall  be  valid  unless  it  is  signed  by  the  President  or  a 
Vice-President,  and  by  the  Treasurer  or  an  Assistant  Treasurer. 

All  certificates  surrendered  to  the  Company  shall  be  canceled,  and  no 
new  certificate  shall  be  issued  until  the  former  certificate  for  the  same 
number  of  shares  of  the  same  class  shall  have  been  surrendered  and  can- 
celed. 

SECTION  2.  Transfer  of  Shares.  Shares  in  the  Capital  Stock  of  the 
Company  shall  be  transferred  only  on  the  books  of  the  Company  by  the 
holder  thereof  in  person,  or  by  his  attorney,  upon  surrender  and  cancel- 
lation of  certificates  for  a  like  number  of  shares. 

SECTION  3.  Regulations.  The  Board  of  Directors,  and  the  Finance 
Committee  also,  shall  have  power  and  authority  to  make  all  such  rules 
and  regulations  as  respectively  they  may  deem  expedient  concerning  the 
issue,  transfer  and  registration  of  certificates  for  shares  of  the  capital 
stock  of  the  Company. 

The  Board  of  Directors  or  the  Finance  Committee  may  appoint  a 
Transfer  Agent  and  a  Registrar  of  Transfers,  and  may  require  all  stock 
certificates  to  bear  the  signature  of  such  Transfer  Agent  and  of  such 
Registrar  of  Transfers. 

SECTION  4.  Closing  of  Transfer  Books.  The  stock  transfer  books  shall 
be  closed  for  the  meetings  of  the  stockholders,  and  for  the  payment  of 
dividends,  during  such  periods  as  from  time  to  time  may  be  fixed  by  the 
Board  of  Directors  or  by  the  Finance  Committee,  and  during  such 
periods  no  stock  shall  be  transferable. 

SECTION  5.  Dividends.  The  Board  of  Directors  may  declare  dividends 
from  the  surplus  or  net  profits  of  the  Company  over  and  above  the  amount 
which  from  time  to  time  may  be  fixed  by  the  Board  as  to  the  amount  to" 
be  reserved  as  working  capital. 


The  dates  for  the  declaration  of  dividends  upon  the  Preferred  Stock, 
and  upon  the  Common  Stock  of  the  Company  shall  be  the  days  by  these 
by-laws  fixed  for  the  regular  monthly  meetings  of  the  Board  of  Directors 
in  the  months  of  April,  July,  October  and  January  in  each  year,  on  which 
days  the  Board  of  Directors,  in  its  discretion,  shall  declare  what,  if  any, 
dividends  shall  be  declared  upon  the  Preferred  Stock,  and  the  Common 
Stock,  or  either  of  such  stocks. 

The  dividends  on  the  Preferred  Stock  shall  be  payable  quarterly 
on  the  sixth  Wednesday  next  after  the  several  dates  of  the  declaration 
thereof. 

SECTION  6.  Working  Capital.  The  directors  shall  not  be  required  in 
January  in  each  year,  after  reserving  over  and  above  its  capital  stock 
paid  in  as  a  working  capital  for  said  corporation,  such  sum,  if  any,  as 
shall  have  been  fixed  by  the  stockholders  to  declare  a  dividend  among 
its  stockholders  of  the  whole  of  its  accumulated  profits  exceeding  the 
amount  so  reserved,  and  pay  the  same  to  such  stockholders  on  demand  ; 
but  the  Board  of  Directors  may  fix  a  sum  which  may  be  set  aside  or 
reserved,  over  and  above  the  Company's  capital  paid  in,  as  a  working 
capital  for  the  Company,  and  from  time  to  time  they  may  increase 
diminish  and  vary  the  same  in  their  absolute  judgment  and  discretion. 

SECTION  7.  Corporate  Seal.  The  Board  of  Directors  shall  provide 
a  suitable  seal,  containing  the  name  of  the  Company,  which  seal  shall  be 
in  charge  of  the  Secretary,  if  and  when  so  directed  by  the  Board  of 
Directors  or  by  the  Finance  Committee.  A  duplicate  of  the  Seal  may  be 
kept  and  used  by  the  Treasurer  or  by  any  Assistant  Secretary  or  Assistant 
Treasurer. 

ARTICLE  VI. 

AMENDMENTS. 

SECTION  1.  The  Board  of  Directors  shall  have  power  to  make,  amend 
and  repeal  the  By-Laws  of  the  Company,  by  vote  of  a  majority  of  all  of 
the  Directors,  at  any  regular  or  special  meeting  of  the  Board,  provided, 
that  notice  of  intention  to  make,  amend  or  repeal  the  By-Laws  in  whole 
or  in  part  shall  have  been  given  at  the  next  preceding  meeting  ;  or 
without  any  such  notice,  by  a  vote  of  two-thirds  of  all  of  the  Directors. 


RETURN  TO  the  circulation  desk  of  any 
University  of  California  Library 
or  to  the 

NORTHERN  REGIONAL  LIBRARY  FACILITY 
Bldg.  400,  Richmond  Field  Station 
University  of  California 
Richmond,  CA  94804-4698 

ALL  BOOKS  MAY  BE  RECALLED  AFTER  7  DAYS 
2-month  loans  may  be  renewed  by  calling 

(510)642-6753 
1-year  loans  may  be  recharged  by  bringing  books 

to  NRLF 
Renewals  and  recharges  may  be  made  4  days 

prior  to  due  date 


DUE  AS  STAMPED  BELOW 


FEB031994 


Stockton,  Calif. 

PAT.  JAN.  21.  1908 


UNIVERSITY  OF  CALIFORNIA  LIBRARY 


